Terms of Use | Carpe Diem

1. Acceptance of Terms

1.1. These Terms of Use (the "Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and the Association (as defined below) governing your access to and use of the Carpe Diem Protocol (the "Protocol"), including its smart contracts, operator, application programming interfaces, frontend interfaces, documentation, and any related services.

1.2. By accessing or using the Protocol in any capacity — including but not limited to connecting a wallet, opening an email account, depositing funds, buying Credits by card, generating or using an API key, provisioning a provider key, or interacting with the Protocol's smart contracts — you acknowledge that you have read, understood, and agree to be bound by these Terms, the Risk Disclosure, the Privacy Policy, and the Acceptable Use Policy.

1.3. If you do not agree to these Terms, you must not access or use the Protocol.

1.4. These Terms may be updated from time to time in accordance with Section 17. Your continued use of the Protocol after any such update constitutes acceptance of the revised Terms.

2. Definitions

In these Terms, the following terms have the meanings ascribed to them below:

"Association" means Lumen-Labs, an association governed by Articles 60 et seq. of the Swiss Civil Code, with its registered seat in Geneva, Switzerland, which incubates and maintains the Protocol.
"API Key" means a unique authentication credential prefixed with cdm_ issued to a Consumer for programmatic access to the Protocol.
"Base" means the Base Layer 2 blockchain (an Ethereum rollup) on which the Protocol's smart contracts are deployed.
"Consumer" means a User who purchases Credits and uses the Protocol to access AI inference services.
"Credits" means the Protocol's unit of account, where 100 Credits equal one United States dollar ($1), equivalent to one USDC on-chain.
"DIEM" means the DIEM digital token within the Venice.ai ecosystem, used as the settlement and reward token within the Protocol.
"Escrow" means the Protocol's smart contract on Base that holds Consumer deposits, executes settlements, and distributes revenue.
"Operator" means the server-side software component that runs within the TEE, handles API request routing, billing, and settlement.
"Protocol" means the Carpe Diem decentralized marketplace for AI inference credits, comprising the smart contracts, the Operator, the frontend interfaces, and all associated services.
"Provider" means a User who contributes a Venice.ai API key to the Protocol's TEE for the purpose of serving Consumer requests and earning revenue.
"Settlement" means the periodic on-chain transaction by which accumulated off-chain Consumer debts are settled through the Escrow contract.
"TEE" or "Trusted Execution Environment" means the secure environment in which the Operator runs, designed to protect Provider API keys and sensitive data.
"USDC" means the USD Coin stablecoin on the Base blockchain.
"Surcharge" means the protocol fee (currently 5% of the gross inference amount) applied to each settlement transaction, retained entirely by the Protocol treasury, and calculated before the Provider/Protocol revenue split.
"Acceptable Use Policy" or "AUP" means the Protocol's Acceptable Use Policy, which is incorporated into these Terms by reference.
"Privacy Policy" means the Protocol's Privacy Policy, which is incorporated into these Terms by reference.
"Venice.ai" means the decentralized AI inference platform that serves as the Protocol's upstream provider.

3. Eligibility

3.1. You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if higher, to use the Protocol.

3.2. Geographic Restrictions and Prohibited Persons. The Protocol is not available to, and may not be used by: (a) any person or entity located in, incorporated in, or a citizen or resident of the United States of America (including its territories and possessions), or any person qualifying as a "US Person" within the meaning of Regulation S under the Securities Act of 1933, as amended; (b) any person or entity located in, incorporated in, or a citizen or resident of any country or territory that is the subject of comprehensive economic sanctions imposed by Switzerland, the European Union, the United States (OFAC), or the United Nations, including but not limited to Iran, North Korea, Cuba, Syria, Sudan, and Myanmar; (c) any person or entity listed on any sanctions list maintained by these authorities, including but not limited to the OFAC Specially Designated Nationals (SDN) list; or (d) any person or entity owned or controlled by any such person or entity described in (a) through (c) above.

3.3. The Protocol employs technical measures, including IP-based geographic filtering, to enforce the restrictions described in Section 3.2. Circumventing these measures (including through the use of VPNs, proxies, or similar technologies) constitutes a violation of these Terms and may result in immediate termination of access.

3.4. You are solely responsible for determining whether your use of the Protocol complies with the laws and regulations applicable in your jurisdiction. The Protocol makes no representation that its services are appropriate or available for use in any particular jurisdiction.

3.5. If you are accessing the Protocol on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

4. Description of Services

4.1. The Protocol is a decentralized marketplace that connects Providers — holders of Venice.ai API credits — with Consumers who wish to access AI inference at competitive rates. The Protocol routes Consumer requests to available Providers through a secure Operator running in a TEE.

4.2. The Protocol supports text generation (chat completions), image generation and editing, video generation, speech synthesis and voice cloning, music and sound generation, transcription, and embeddings, through Venice.ai's API and, where Section 4.7 applies, through third-party markets, subject to model availability and Provider capacity.

4.3. The Protocol is fully compatible with the OpenAI API format. Consumers interact with the Protocol using standard API conventions, and existing OpenAI-compatible client libraries work with the Protocol by changing only the base URL and API key.

4.4. The Protocol employs a credit system (100 Credits = $1 = 1 USDC), dynamic per-request pricing, multi-provider routing, off-chain billing with periodic on-chain settlement, and automatic USDC-to-DIEM conversion for revenue distribution.

4.5. The Protocol is provided on an "as is" and "as available" basis. The Association does not guarantee uninterrupted access, specific performance levels, or the availability of any particular AI model.

4.6. Protocol-as-Provider Disclosure. The Association does not operate as a Provider within the Protocol and contributes no Venice.ai API key of its own. Should it ever do so, its Provider account would be subject to the same routing algorithm, performance scoring and revenue distribution rules as any third-party Provider, including the minimum performance floor (currently 20%), and the Association would disclose the resulting conflict of interest in these Terms.

4.7. Third-Party Markets. The Protocol's best-price router (the /router endpoints, which the website's Studio also uses) may send a request to a third-party inference market, such as Surplus, AntSeed, OpenRouter or Chutes, when that market serves it more cheaply or when the Protocol's own network cannot serve it. Such a request is processed outside the TEE, under the market's own terms and content policies, and the market may see and keep it. It is billed at that market's own price, which is independent of Venice.ai's rates, plus a routing fee (currently 20% of the market's price) and, for a market the Protocol pays in advance (currently Chutes), the cost of that advance funding (currently 6%). Requests sent to the /v1 endpoints are served only by the Protocol's own network, except the x402 pay-per-request endpoints under /v1/x402/, which may also be routed to a market.

5. Account and Authentication

5.1. You can access the Protocol in one of two ways: (a) with a compatible blockchain wallet (for example MetaMask or a WalletConnect-compatible wallet), or (b) with an email account, opened by confirming a link sent to your email address, or created for you by a partner application you use (see Section 5.6). An email account is identified by an address derived from your email. No private key exists for that address: it cannot sign, hold, receive or send any asset, and the Protocol does not create, custody or manage a wallet on your behalf.

5.2. Authentication is performed through cryptographic wallet signature or, for an email account, through a single-use code or link sent to your email address. Either way, you obtain a session token (JWT) that authenticates subsequent requests.

5.3. Consumers may generate persistent API Keys (prefixed cdm_) for programmatic access. API Keys are displayed only once at creation and cannot be retrieved afterward.

5.4. You are solely responsible for the security of your wallet, private keys, email account, session tokens, and API Keys. The Association is not liable for any loss or unauthorized access resulting from compromise of your authentication credentials.

5.5. You must not share, sell, or transfer your API Keys to third parties, except as reasonably necessary for your own integrations. You are responsible for all activity conducted using your credentials.

5.6. Partner Applications. A partner application (for example Sub Rosa) may ask the Protocol to create an API Key for one of your devices after confirming your identity. The key is delivered directly to that device; the partner never receives it. If an email account already exists for your address, it is linked to the partner only after you confirm it from your mailbox with a code shown in the partner application. Each new key is announced by email, with a link that revokes every key of that partner on your account. Revoking a device or deleting your account at the partner revokes the matching keys. Your credits stay on your account and remain reachable by email login.

6. Credits and Payments

6.1. Consumers purchase Credits either (a) by depositing funds into the Protocol's Escrow smart contract, at a fixed rate of 100 Credits per $1 (1 USDC), or (b) by card payment in US dollars through our payment processor, in packs priced as shown before payment (for example, 500 Credits for $5.99), taxes shown separately where applicable. Card purchases are subject to purchase limits, in particular for new accounts, and are credited once the payment is confirmed by the processor.

6.2. Deposits may be made in USDC on Base (direct deposit) or in any supported token on any supported blockchain through the LI.FI cross-chain deposit interface. Cross-chain deposits are subject to the risks described in the Risk Disclosure, Section 8.

6.3. Credits are non-refundable. Once deposited, funds cannot be withdrawn from the Escrow contract under any circumstances. Credits can only be consumed through Protocol usage. This is enforced at the smart contract level and is not subject to exception.

6.4. The per-request cost is determined dynamically based on current Provider pool utilization. On the Protocol's own network, prices range between approximately 15% and 100% of Venice.ai's direct rates. Requests served by a third-party market are priced as described in Section 4.7. The exact price of a request is determined at the time the request is processed and billed. There is no guarantee of any specific price.

6.5. When a Consumer's Credit balance is insufficient to cover the estimated cost of a request, the Protocol returns an HTTP 402 (Payment Required) response indicating the available and required Credits.

6.6. The Association reserves the right to modify the credit system, pricing parameters, or fee structure through smart contract upgrades, new smart contracts or Operator configuration changes. Changes to the fee structure — the Surcharge rate, the routing fee on third-party markets, the rate of Credits per US dollar, and the fee kept by revenue-splitter contracts (which requires new splitter contracts, see Section 8.3) — will be communicated via the Protocol's website or documentation with at least fourteen (14) calendar days advance notice, except where immediate modification is required for security or legal reasons. The price of each request varies continuously by design (Section 6.4); this variation is not a change to the fee structure.

6.7. Unilateral Debit Authorization. BY PURCHASING CREDITS, YOU EXPRESSLY AND IRREVOCABLY AUTHORIZE the Association, acting through the Operator (which holds OPERATOR_ROLE on the Escrow smart contract), to debit your Credit balance for AI inference usage WITHOUT requiring your individual approval for each transaction. (a) The Operator calculates charges off-chain based on actual token consumption and settles them on-chain via the charge() function. (b) You have no on-chain mechanism to approve or reject individual charges. (c) Your protection is contractual (these Terms) and operational (Operator security, charge limits), not cryptographic. (d) The Escrow contract enforces per-transaction and daily charge limits to protect against unauthorized bulk debits. (e) Disputed charges must be reported to info@lumen-labs.ch within thirty (30) calendar days.

6.8. Protocol Surcharge. A Surcharge (currently 5% of the gross DIEM amount received per settlement) is applied to each settlement transaction. The Surcharge is retained entirely by the Protocol treasury and is separate from the Provider/Protocol revenue split. The Surcharge rate may be modified by the Association subject to the advance notice provisions of Section 6.6.

6.9. Treasury Management. Once Credits are purchased, the corresponding USDC becomes part of the Protocol's treasury. The Association may manage treasury assets by diversifying across multiple stablecoins or yield-bearing instruments to reduce concentration risk and ensure protocol sustainability. The management of treasury assets is at the sole discretion of the Association.

6.10. Card Purchases. Credits bought by card are prepaid usage credits: they can only be consumed through Protocol usage and are not convertible into any asset, currency or token, nor withdrawable. If a card payment is refunded or reversed, the corresponding Credits are removed from your balance, up to the amount still available; if they were already consumed, card purchases may be suspended for your account. Section 6.3 (non-refundability) applies to Credits bought by card, subject to any mandatory consumer rights in your jurisdiction.

7. Consumer Terms

7.1. Consumers are billed on a per-token basis for text generation (prompt and completion tokens as reported by the upstream model), and for other media per request, per character or per second, as shown for each model on the pricing page.

7.2. Billing occurs off-chain in real time. Accumulated debts are periodically settled on-chain through the Escrow contract. The Consumer's displayed Credit balance reflects both settled and pending charges.

7.3. Consumers acknowledge that AI model outputs are generated by third-party models hosted by Venice.ai or, where Section 4.7 applies, by third-party markets. The Protocol does not control, curate, or endorse these outputs. See Section 13 (Disclaimers) and the Risk Disclosure, Section 7.

7.4. Consumers are responsible for their use of API responses, including compliance with applicable laws regarding AI-generated content in their jurisdiction.

8. Provider Terms

8.1. Providers voluntarily contribute their Venice.ai API key to the Protocol by submitting it through the Provider dashboard. The plaintext key is stored exclusively in volatile memory within the TEE. By default, an AES-256-GCM encrypted backup is persisted to disk for reboot resilience; Providers may opt out to keep their key strictly in RAM. Providers may revoke their key at any time.

8.2. Plaintext provider API keys are never written to disk, logs, or persistent storage. If a Provider has opted out of encrypted backup (RAM-only mode), the key is irreversibly lost upon any Operator restart and must be re-provisioned.

8.3. Providers earn a share of the dynamic revenue generated by requests routed through their API key. Revenue is converted to DIEM via automatic on-chain swap and held by the Escrow contract until the Provider claims it through the dashboard (pull-based distribution). Revenue from sales on a third-party market (Section 8.6) is claimed automatically and regularly, and paid in USDC to the Provider's revenue-splitter contract, which keeps a 10% fee before the Provider can claim the rest. This rate is fixed in the splitter contract and cannot be changed in an existing splitter. A different rate would require new splitter contracts, deployed by a new factory contract; future earnings would be paid to them only after the advance notice set out in Section 6.6, and funds already in an existing splitter keep its 10% rate.

8.4. There is no guarantee of any minimum traffic, revenue, or utilization. The Protocol's routing algorithm distributes requests across active Providers based on performance metrics. A Provider's traffic share may vary significantly and may be zero at any time.

8.5. Providers remain subject to Venice.ai's terms of service at all times. The Protocol is not a party to the Provider's relationship with Venice.ai, and the Association assumes no liability for consequences arising from Venice.ai's enforcement of its own policies.

8.6. By provisioning a key, the Provider grants the Protocol a non-exclusive, revocable license to use the key solely for the purpose of routing Consumer requests to Venice.ai on the Provider's behalf. If the Provider enables sales on the Surplus marketplace, the license also covers creating a dedicated Venice.ai API key on the Provider's Venice.ai account for that marketplace. That key leaves the TEE: Surplus holds it, encrypted, and uses it to serve its own buyers, under its own terms. At worst, it can consume the Provider's daily DIEM allowance; it cannot access the Provider's tokens, stake or other keys. Sale prices follow a daily rule set by the Protocol and a minimum stake applies. The Provider can stop at any time, which deletes the dedicated key. The Association does not guarantee that Surplus pays.

9. Acceptable Use

9.1. You agree to use the Protocol in compliance with all applicable laws, regulations, these Terms, and the Acceptable Use Policy. The AUP details prohibited uses of the Protocol's AI inference services, including obligations arising under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689).

9.2. You agree to respect the Protocol's rate limits and fair-use policies as published in the documentation or enforced by the Operator.

9.3. You agree not to interfere with the normal operation of the Protocol, its infrastructure, or other Users' access to the Protocol.

10. Prohibited Uses

10.1. You shall not use the Protocol for any purpose that is unlawful, fraudulent, or prohibited by these Terms.

10.2. Without limiting the generality of Section 10.1, the following activities are expressly prohibited:

(a) Using the Protocol to generate content that violates applicable laws, including but not limited to content involving the exploitation of minors, incitement to violence, or terrorism;

(b) Attempting to circumvent, bypass, or manipulate the Protocol's billing, authentication, or rate-limiting mechanisms;

(c) Exploiting vulnerabilities in the Protocol's smart contracts, Operator, or infrastructure, or attempting to do so, except in the context of a responsible disclosure program authorized by the Association;

(d) Conducting automated abuse, including but not limited to denial-of-service attacks, credential stuffing, or systematic extraction of Protocol data;

(e) Impersonating the Protocol, the Association, or any other User;

(f) Using the Protocol to launder money or to facilitate the financing of illegal activities;

(g) Reselling Protocol access or API Keys without prior written authorization from the Association;

(h) Using the Protocol's API to build or operate AI systems classified as "prohibited" or "unacceptable risk" under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), including but not limited to social scoring systems, real-time biometric identification for law enforcement, or subliminal manipulation techniques;

(i) Using the Protocol to generate deepfakes or synthetic media without appropriate disclosure to end users, in violation of applicable AI transparency obligations.

10.3. The Association reserves the right to suspend or terminate access for any User who engages in prohibited activities, as set forth in Section 18.

11. Intellectual Property

11.1. The source code of the Protocol's main smart contracts (the Escrow, the provider revenue splitters and their factory) is published and verified on Sourcify. The source code of the Operator and of the frontend interfaces is not public; that software is owned by the Association. Third-party open-source components used by the Protocol remain subject to their own licenses.

11.2. The Carpe Diem name, logo, branding, and associated trademarks are the exclusive property of the Association. You may not use the Association's trademarks, trade names, or branding in any manner that suggests endorsement, affiliation, or sponsorship without prior written consent.

11.3. User-generated content (including API inputs and prompts) remains the property of the User. The Protocol does not claim ownership over User inputs or the model outputs generated in response to them.

12. Privacy and Data

12.1. The Protocol is designed to minimize the collection and retention of personal data. The Protocol does not require KYC information, and wallet-based access is pseudonymous. An email account requires your email address, which is used to sign you in and to send you account notices. For card payments, our payment processor handles your card and billing details; the Protocol keeps only the purchase record, including your billing country and card country, which are used for tax and sanctions compliance.

12.2. Consumer wallet addresses are pseudonymized with a keyed cryptographic hash (HMAC-SHA256) before storage in the Operator's usage records. This is pseudonymization, not anonymization: the Operator holds the key, and other Operator records keep the wallet address itself, so usage can be linked back to a wallet.

12.3. The Operator's database is stored on an encrypted, persistent volume inside the TEE. Encrypted backups are periodically written to allow recovery.

12.4. On-chain transactions — including deposits, settlements, and token claims — are publicly and permanently recorded on the Base blockchain. The Protocol cannot delete, modify, or obscure on-chain data.

12.5. The Protocol processes data in accordance with applicable Swiss data protection legislation, including the Swiss Federal Act on Data Protection (nFADP/nLPD). For Users located in the European Economic Area, the Protocol aims to comply with the General Data Protection Regulation (GDPR) to the extent applicable.

12.6. The Operator's logs never contain IP addresses, request contents, query strings or authorization headers; they may contain wallet addresses. In the Association's operational alerts, wallet addresses are shortened and email addresses masked.

12.7. For detailed information about the processing of your personal data, including your rights under the GDPR and nLPD, data recipients, international transfers, and data retention periods, please refer to the Privacy Policy.

13. Disclaimers

13.1. THE PROTOCOL IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED AVAILABILITY.

13.2. The Association does not warrant that the Protocol will be free from errors, bugs, vulnerabilities, or interruptions, or that defects will be corrected in a timely manner.

13.3. The Association does not warrant the accuracy, completeness, reliability, or suitability of any AI model output generated through the Protocol. Model outputs are provided by third-party models hosted by Venice.ai or by third-party markets and are not reviewed, endorsed, or guaranteed by the Association.

13.4. The Association does not warrant any specific financial outcome for Consumers or Providers, including but not limited to guaranteed pricing, minimum revenue, or token appreciation.

13.5. The Association does not warrant the continued availability of any specific AI model, feature, or service. Model availability depends on Venice.ai and on third-party markets, and may change without notice.

13.6. AI-Generated Content. All content produced through the Protocol (text, images, audio, video) is generated by third-party AI models and may contain inaccuracies, biases, hallucinations, or harmful material. You are solely responsible for reviewing, verifying, and appropriately disclosing any AI-generated content before use or distribution. The Association is not liable for any consequences arising from reliance on AI-generated outputs.

13.7. Smart Contract Risks. The Protocol's smart contracts are deployed using the UUPS (Universal Upgradeable Proxy Standard) upgradeable proxy pattern. Upgrades require approval by a multisig wallet (Safe) holding the contract's admin role. There is currently no time delay between that approval and the upgrade taking effect: an approved upgrade applies immediately, and Users cannot rely on a waiting period to withdraw before it. The Safe and its signers are readable on-chain. Despite these safeguards, the possibility of bugs, vulnerabilities, or unintended consequences in upgraded code cannot be eliminated. Users acknowledge that deposited funds are subject to smart contract risk, including the theoretical risk of total loss.

13.8. Layer 2 and Infrastructure Risks. The Protocol operates on Base, a Layer 2 rollup whose sequencer is operated by Coinbase. The Protocol is subject to the risks inherent in Layer 2 technology, including but not limited to sequencer downtime, delayed finality, bridge vulnerabilities, and censorship risk. The Association has no control over Base infrastructure.

14. Limitation of Liability

14.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ASSOCIATION, ITS MEMBERS, CONTRIBUTORS, OFFICERS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PROTOCOL, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF DIGITAL ASSETS, OR BUSINESS INTERRUPTION.

14.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE ASSOCIATION FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PROTOCOL SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLAIMANT FOR CREDITS, WHETHER DEPOSITED INTO THE PROTOCOL'S ESCROW CONTRACT (MEASURED IN USDC) OR PAID BY CARD.

14.3. The Association shall not be liable for any loss, damage, or consequence arising from:

(a) AI model outputs generated through the Protocol;

(b) Actions or omissions of Venice.ai, LI.FI, third-party markets, or any other third-party service;

(d) Smart contract vulnerabilities, including in third-party contracts used by the Protocol;

(e) User error, including but not limited to loss of wallet credentials, incorrect transaction parameters, or deposits to wrong addresses;

(f) Force majeure events, including but not limited to natural disasters, war, government actions, network failures, or blockchain outages.

14.4. Some jurisdictions do not allow the exclusion or limitation of certain types of liability. In such jurisdictions, the Association's liability is limited to the maximum extent permitted by law.

15. Indemnification

15.1. You agree to indemnify, defend, and hold harmless the Association, its members, contributors, officers, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) Your use of the Protocol;

(b) Your violation of these Terms;

(d) Your violation of any third-party rights;

(e) Content generated through or submitted to the Protocol using your credentials.

16. Risk Acknowledgment

16.1. By using the Protocol, you confirm that you have read and understood the Risk Disclosure in its entirety.

16.2. You acknowledge that the use of the Protocol involves significant risks, including but not limited to the risks of loss of deposited funds, smart contract failure, market volatility, and regulatory uncertainty.

16.3. You confirm that you have the financial knowledge and experience necessary to evaluate the risks of using the Protocol, that you are able to bear the financial risk of loss of your entire deposit, and that you have sought independent professional advice where appropriate.

16.4. CARPE Token Disclaimer. The CARPE token is a utility token used within the Protocol's ecosystem for staking and provider emissions. CARPE tokens do not represent equity, debt, ownership, profit-sharing rights, or any claim against the Association. CARPE tokens are not securities, financial instruments, or investments. The Association makes no promise or representation regarding the future value, price, or liquidity of CARPE tokens. The distribution of CARPE tokens through airdrops, protocol-owned liquidity, or inflation mechanisms does not constitute a public offering of securities.

16.5. DIEM Token Disclaimer. DIEM is a third-party token issued by Venice.ai, not by the Association or the Protocol. The Protocol uses DIEM as a settlement and reward token but has no control over its issuance, supply, governance, or market price. Users interacting with DIEM through the Protocol do so at their own risk.

16.6. Points System. The Protocol may operate a points system that tracks User participation. (a) Points are informational only — they do not constitute tokens, credits, property, or any form of entitlement. (b) The points formula, distribution pool, weighting, and eligibility criteria are determined at the sole discretion of the Association and may be modified or discontinued at any time without notice. (c) The Association makes no promise, representation, or guarantee that points will be convertible into tokens, credits, or any other form of value at any time. (d) Past points accumulation does not create any right or expectation regarding future distributions. (e) The leaderboard displays relative rank only; the underlying formula is not publicly disclosed.

17. Modifications to Terms

17.1. The Association reserves the right to modify these Terms at any time by publishing the revised Terms on the Protocol's website or documentation.

17.2. Material modifications will be communicated via the Protocol's website, documentation, or frontend interface. The "Last updated" date at the top of these Terms will reflect the date of the most recent revision.

17.3. Your continued use of the Protocol after the publication of revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using the Protocol.

17.4. The Association will endeavor to provide reasonable advance notice of material changes, but is not obligated to do so in cases of emergency or where immediate modification is necessary for legal, security, or operational reasons.

18. Suspension and Termination

18.1. The Association reserves the right, at its sole discretion and without prior notice, to suspend or terminate any User's access to the Protocol for any reason, including but not limited to:

(a) Violation of these Terms or the Risk Disclosure;

(b) Prohibited use as described in Section 10;

(d) Compliance with a legal order, regulatory requirement, or law enforcement request;

(e) Security emergency or smart contract vulnerability requiring immediate action.

18.2. The Protocol's smart contracts include an emergency pause mechanism. When activated, all operations — including deposits, settlements, and swaps — are suspended until the pause is lifted by the administrator. The pause may be triggered under the following conditions: (a) discovery of a security vulnerability or active exploit; (b) critical software bug affecting billing, settlement, or fund safety; (c) compliance with a regulatory order, court order, or law enforcement request; (d) blockchain infrastructure failure (Base sequencer downtime, bridge incident); or (e) any other event that, in the Association's reasonable judgment, poses a material risk to User funds or Protocol integrity.

18.3. Pause Duration and Notification. The Association shall use reasonable efforts to (a) notify Users of a pause event via the Protocol's frontend interface and official communication channels within twenty-four (24) hours, (b) provide periodic status updates during the pause period, and (c) resolve the pause condition and resume operations within seven (7) calendar days. If the pause exceeds seven (7) calendar days, the Association shall publish a detailed explanation of the situation and an estimated timeline for resolution. These commitments are best-effort obligations and do not create liability for delay.

18.4. Deleting your account. You may delete your account at any time from your dashboard, without writing to us. You confirm the deletion with a code sent to your email address (email account) or with a signature from your wallet (wallet account). The deletion takes effect immediately and cannot be undone: (a) every API Key and session of the account is revoked, including the keys issued to your devices through a partner application (Section 5.6); (b) your email address and your partner links are erased; (c) the Credits remaining on the account are forfeited; (d) your points and referrals are erased, except that an invitation you accepted stays without your address, so that the person who invited you keeps the points already earned. Points already published on the blockchain stay there. Signing in again later with the same wallet or the same email address opens a new account with no Credits: forfeited Credits are never restored. A wallet that provides Venice keys to the Protocol must remove them on the Provide page before its account can be deleted. Records the Association must keep for accounting and tax purposes are kept as described in the Privacy Policy, Section 7.

18.5. Inactive email accounts. An email account with no sign-in and no request for twenty-four (24) months is closed as described in Section 18.4. If it still holds Credits, it is closed only after a notice sent to its email address at least thirty (30) days in advance; signing in or making a request during that period keeps it open.

18.6. In the event of suspension, termination or deletion of an account, Credits remaining on the account are not refundable. The non-refundable nature of Credits is a fundamental term of the Protocol's design, enforced at the smart contract level.

18.7. Upon termination of access, your obligations under these Terms survive to the extent they relate to activity that occurred prior to termination, including without limitation Sections 14, 15, 16, 19, and 20.

19. Governing Law

19.1. These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to its conflict of laws principles.

20. Regulatory Status and Anti-Money Laundering

20.1. No License. The Association does not hold a banking license, a securities dealer license, or a Virtual Asset Service Provider (VASP) registration under Swiss law. The Protocol is not a licensed financial intermediary under the Swiss Financial Market Infrastructure Act (FMIA) or the Banking Act. The Protocol does not constitute a crypto asset service provider (CASP) under the EU Markets in Crypto-Assets Regulation (MiCA). Nothing in these Terms or the Protocol's documentation should be construed as implying any such regulatory status.

20.2. AML Representations. By using the Protocol, you represent and warrant that: (a) any funds used to purchase Credits are lawfully obtained and are not derived from criminal activity, money laundering, terrorist financing, or sanctions evasion; (b) you are not using the Protocol to circumvent any applicable anti-money laundering or counter-terrorism financing regulations; and (c) you will cooperate with the Association in responding to any regulatory inquiry or request for information.

20.3. Regulatory Cooperation. The Association will cooperate with competent authorities, including FINMA (Swiss Financial Market Supervisory Authority), in accordance with applicable law. This cooperation may include disclosure of on-chain transaction data and, to the extent available, User information. The Association may suspend or terminate access to comply with regulatory requirements without prior notice.

21. Dispute Resolution

21.1. Applicable Conventions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to these Terms or any transaction contemplated herein.

21.2. Amicable Resolution. In the event of any dispute arising out of or relating to these Terms or the Protocol, the parties shall first attempt to resolve the dispute amicably through good-faith negotiation for a period of thirty (30) calendar days from the date on which one party notifies the other in writing of the dispute.

21.3. Jurisdiction. If the dispute is not resolved within the thirty (30) day amicable resolution period, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of the Canton of Geneva, Switzerland.

21.4. Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against the Association.

21.5. Optional Arbitration. As an alternative to court proceedings under Section 21.3, either party may elect to submit the dispute to binding arbitration administered under the Swiss Rules of International Arbitration of the Swiss Arbitration Centre, with the seat of arbitration in Geneva, Switzerland, conducted in English or French, before a sole arbitrator. The arbitrator's award shall be final and enforceable in any court of competent jurisdiction.

21.6. Consumer Rights. Nothing in this Section shall deprive a User who qualifies as a consumer under mandatory consumer protection legislation of the right to bring proceedings in the courts of their habitual residence, where such right cannot be waived by contract.

21.7. Notwithstanding the foregoing, the Association reserves the right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or to prevent imminent harm.

22. Severability

22.1. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be severed from these Terms.

22.2. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of these Terms, which shall continue in full force and effect.

23. Entire Agreement

23.1. These Terms, together with the Risk Disclosure, the Privacy Policy, and the Acceptable Use Policy, constitute the entire agreement between you and the Association with respect to your use of the Protocol and supersede all prior or contemporaneous communications, proposals, and representations, whether oral or written.

23.2. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. The Association's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

24. Contact

24.1. These Terms are published by the Association responsible for the Carpe Diem Protocol.

24.2. For inquiries regarding these Terms, please contact the Association at info@lumen-labs.ch, or by post at: Lumen-Labs, c/o ExpertFid & Audit SA, Rue du Rhône 80, 1204 Genève, Switzerland.

End of Terms of Use.